S-8 1 a2019directorsplans-8.htm S-8 Document


As filed with the Securities and Exchange Commission on May 31, 2019.
Registration No. 333-            
  
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
 
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
 
HYSTER-YALE MATERIALS HANDLING, INC.
(Exact Name of Registrant as Specified in Its Charter) 
Delaware
 
31-1637659
(State or Other Jurisdiction of
Incorporation or Organization)
 
(I.R.S. Employer
Identification No.)
5875 Landerbrook Drive
Cleveland, Ohio 44124
(440) 449-9600
(Address of Principal Executive Offices Including Zip Code)
Hyster-Yale Materials Handling, Inc. Non-Employee Directors’ Equity Compensation Plan
(As Amended and Restated Effective May 17, 2019)
(Full Title of the Plan) 
Suzanne Schulze Taylor
Vice President, General Counsel and Secretary
5875 Landerbrook Drive
Cleveland, Ohio 44124
(440) 449-9600
(Name, Address and Telephone Number of Agent For Service)
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer
 
x
  
Accelerated filer
 
o
Non-accelerated filer
 
o
  
Smaller reporting company
 
o
 
 
 
 
Emerging growth company
 
o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

CALCULATION OF REGISTRATION FEE
Title of Securities to be Registered
 
Amount
to be
Registered (1)(2)
 
Proposed
Maximum
Offering Price
Per Share (3)
 
Proposed
Maximum
Aggregate
Offering Price (3)
 
Amount of
Registration Fee (3)
Class A common stock, $0.01 par value per share
 
100,000
 
$44.47
 
$4,447,000
 
$538.98

(1)
Reflects maximum number of shares of Class A common stock, par value $0.01 per share (the "Common Stock"), of Hyster-Yale Materials Handling, Inc. (the “Registrant”) issuable pursuant to the Hyster-Yale Materials Handling, Inc. Non-Employee Directors’ Equity Compensation Plan (As Amended and Restated Effective May 17, 2019) (the “Plan”) being registered hereby.
(2)
Pursuant to Rule 416 of the Securities Act of 1933 (the “Securities Act”), this Registration Statement also covers such additional shares of Common Stock as may become issuable pursuant to the anti-dilution provisions of the Plan.
(3)
Estimated solely for the purposes of determining the amount of the registration fee, pursuant to paragraphs (c) and (h) of Rule 457 under the Securities Act, on the basis of the average of the high and low sale prices of Common Stock on the New York Stock Exchange on May 28, 2019, which is a date within five business day prior to filing.




EXPLANATORY NOTE
The Registrant hereby files this Registration Statement on Form S-8 to register an additional 100,000 shares of Common Stock under the Plan for which a previously filed registration statement on Form S-8 relating to the Plan is effective. Pursuant to General Instruction E to Form S-8, this Registration Statement incorporates by reference the content of the Registration Statement on Form S-8 (Registration No. 333-184709) filed by the Registrant on November 1, 2012, including all attachments and exhibits thereto, except to the extent supplemented, amended or superseded by the information set forth herein.

PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents, which are on file with the Securities and Exchange Commission (the “Commission”), are incorporated in this Registration Statement by reference:
•
The Registrant’s Annual Report on Form 10-K for the year ended December 31, 2018 (Commission File No. 000-54799) filed with the Commission on February 26, 2019;
•
The Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2019 (Commission File No. 000-54799) filed with the Commission on April 30, 2019;
•
The Registrant’s Current Reports on Form 8-K filed with the Commission on April 9, 2019 and May 22, 2019; and
•
The description of the Common Stock contained in the Registrant’s Registration Statement on Form 8-A (Commission No. 001-35646) filed with the Commission on September 7, 2012, including any subsequently filed amendments and reports updating such description.
All documents filed by the Registrant with the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 subsequent to the effective date of this Registration Statement and prior to the filing of a post-effective amendment that indicates that all securities offered have been sold or that deregisters all securities then remaining unsold, will be deemed to be incorporated by reference in this Registration Statement and to be part hereof from the date of filing of such documents. Any statement contained in any document incorporated or deemed to be incorporated by reference herein will be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded will not be deemed, except as modified or superseded, to constitute a part of this Registration Statement.
Item 5. Interests of Named Experts and Counsel.
The legality of the securities being offered hereby will be passed upon by Suzanne Schulz Taylor, Senior Vice President, General Counsel and Secretary of the Registrant. As of May 1, 2019, Ms. Taylor beneficially owned 16,725 shares of Common Stock.
Item 8. Exhibits.
 
Exhibit
Number
 
Description
4.1
 
4.2
 
4.3
 
4.4
 
4.5
 
4.6
 




Exhibit
Number
 
Description
4.7
 
4.8
 
4.9
 
4.10
 
4.11
 
4.12
 
4.13
 
5.1
 
10.1
 
23.1
 
23.2
 
24.1
 
24.2
 
24.3
 
24.4
 
24.5
 
24.6
 
24.7
 
24.8
 
24.9
 
24.10
 
24.11
 





SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Cleveland, Ohio, on this 31st day of May, 2019.
 
 
 
HYSTER-YALE MATERIALS HANDLING, INC.
 
 
 
 
 
 
By:
/s/ Suzanne Schulze Taylor
 
 
 
Name: Suzanne Schulze Taylor
 
 
 
Title: Senior Vice President, General Counsel and Secretary
Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
 
*
 
Chairman, President and Chief Executive Officer (principal executive officer), Director
May 31, 2019
Alfred M. Rankin, Jr.
 
 
 
 
 
 
 
*
 
Senior Vice President and Chief Financial Officer (principal financial and accounting officer)
May 31, 2019
Kenneth C. Schilling
 
 
 
 
 
 
 
*
 
Director 
May 31, 2019
James B. Bemowski
 
 
 
 
 
 
 
*
 
Director 
May 31, 2019
J.C. Butler, Jr.
 
 
 
 
 
 
 
*
 
Director 
May 31, 2019
Carolyn Corvi
 
 
 
 
 
 
 
*
 
Director 
May 31, 2019
John P. Jumper
 
 
 
 
 
 
 
*
 
Director 
May 31, 2019
Dennis W. LaBarre
 
 
 
 
 
 
 
*
 
Director 
May 31, 2019
H. Vincent Poor
 
 
 
 
 
 
 
*
 
Director 
May 31, 2019
Claiborne R. Rankin
 
 
 
 
 
 
 
*
 
Director 
May 31, 2019
Britton T. Taplin
 
 
 
 
 
 
 
*
 
Director
May 31, 2019
Eugene Wong
 
 
 
 
 
 
 
* The undersigned, pursuant to a power of attorney, executed by each of the officers and directors above and filed with the Commission herewith, by signing her name hereto, does hereby sign and deliver this Registration Statement on behalf of each of the persons noted above in the capacities indicated. 
 
 
By:
/s/ Suzanne Schulze Taylor
 
 
 
Name: Suzanne Schulze Taylor
 
 
 
Title: Senior Vice President, General Counsel and Secretary